Corporate governance

The Company will observe the requirements of the UK Corporate Governance Code (so far as it is practicable). As at the date of this document, the Company is, and at the date of Admission will be, in compliance with the UK Corporate Governance Code, save as set out below:

Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and Chief Executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director.

The UK Corporate Governance Code also recommends the submission of all directors for re-election at annual intervals but instead tri-annual intervals. However, both Directors will be required to submit for re-election at the upcoming Annual General Meeting.

Until the Company’s annual general meeting, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors’ fees (taking into account the interests of Shareholders and the performance of the Company) take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance. Following the Company’s upcoming annual general meeting, the Board intends to put in place nomination, remuneration, audit and risk committees.

As at the date of this document, the Board has voluntarily adopted the Model Code for Directors’ dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors. The FCA will not have the authority to (and will not) monitor the Company’s voluntary compliance with the Model Code, nor to impose sanctions in respect of any failure by the Company to so comply.

Andrew Cochran

Chairman and Interim Chief Executive

Hague and London Oil Plc

Hague and London Oil Plc: Business Ethics 2018

HALO carefully manages exposure to corruption and bribery risks across all its operations.

All HALO Directors, employees and contractors are required to comply with relevant laws such as the UK Bribery Act and the Foreign Corrupt Practices Act. Going forward all Directors, employees and contractors will have such a compliance pledge embedded in their contracts or terms of employment.

Compliance registers should be maintained across all assets and business functions covering government hostings, per diems paid to government officials and hospitality given to or received from third parties. The relatively “low risk” environments that HALO holds its assets and the lack of operated assets has effectively made such a registry unnecessary in recent years

In addition to ongoing compliance with respect to applicable laws HALO also has tailored its due diligence performed across a range of business activities covering the supply chain, Corporate Responsibility and business development and M&A activities to enable HALO to make informed decisions about who to contract with and with whom to partner.

In the context of business development, global new ventures and M&A, there is a standalone due diligence process embedded in such agreements which applies before a final decision is taken to farm-in to a new licence and/or contract with a new partner and to make an asset or corporate acquisition.

HALO expects staff to disclose all conflicts of interest, any personal connections which staff may have to people in government and to notify the Chairman of any exposure to corruption. Where any instance of a request to make a corrupt payment arises, staff are expected to immediately report.

With effect from the re-listing of HALO, a Compliance Monitoring Plan shall be put in place to provide the Board with more clarity in relation to key corruption prevention activities. This is intended to elevate the ongoing discussion about exposure to corruption risk and to improve corruption detection. Where corrective action is taken to mitigate corruption risk identified through the Compliance Monitoring Plan, it will be done so in consultation with the Audit Committee. The objective is to understand where real corruption risk lies and to limit HALO’s exposure to it.